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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
☒
Annual Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For
The Fiscal Year Ended May 31, 2025
or
☐
Transition Report Pursuant to Section 13 or 15(d) of The Securities
Exchange Act of 1934
For
The Transition Period From ______ To ______
Commission
File Number: 001-37863
BIOMERICA,
INC.
(Exact
Name of registrant as specified in its charter)
| Delaware |
|
95-2645573 |
(State
or other jurisdiction of
Incorporation
of organization) |
|
(I.R.S.
Employer
Identification
No.) |
| 17571
Von Karman Avenue, Irvine,
CA |
|
92614 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(949)
645-2111
(Registrant’s
telephone number, including area code)
Securities
registered under Section 12(b) of the Exchange Act:
| Title
of each class |
|
Trading
Symbols |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.08 |
|
BMRA |
|
Nasdaq
Capital Market |
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
Yes
☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act.
Yes
☐ No ☒
Indicate
by check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).
Yes
☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
Accelerated Filer ☐ |
|
Accelerated
Filer ☐ |
| Non-Accelerated
Filer ☒ |
|
Smaller
Reporting Company ☒ |
| Emerging
Growth Company ☐ |
|
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes
☐ No ☒
The
aggregate market value of the registrant’s common stock held by non-affiliates, as of November 30, 2024, was approximately
$6.4 million, based on the closing price of $3.12.
The stock price and the number of shares takes into account a 1-for-8 reverse stock split which became effective on April 21, 2025
(the “Reverse Stock Split”).
The
outstanding number of shares of common stock, par value $0.08,
as of September 26, 2025 was 2,869,900.
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A (this “Amendment No. 1”) amends the Annual Report on Form 10-K for the fiscal year ended May
31, 2025 (the “2025 Annual Report”), originally filed by Biomerica, Inc. with the Securities and Exchange Commission (the
“SEC”) on August 29, 2025. References throughout this Amendment No. 1 to “Biomerica, Inc.”, “Biomerica”,
“we”, “us”, “our”, or the “Company” refer to Biomerica, Inc. and its subsidiaries, taken
as a whole, unless the context otherwise indicates.
We
are filing this Amendment No. 1 pursuant to General Instruction G(3) of Form 10-K, as we do not intend to file a definitive proxy statement
for our 2025 Annual Meeting of stockholders (the “Annual Meeting”) within 120 days of the end of our fiscal year ended May
31, 2025. Accordingly, this Amendment No. 1 is being filed solely to:
| |
● |
amend
and restate Part III, Items 10 (Directors, Executive Officers and Corporate Governance), 11 (Executive Compensation), 12 (Security
Ownership of Certain Beneficial Owners and Management Related Stockholder Matters), 13 (Certain Relationships and Related Transactions,
and Director Independence) and 14 (Principal Accountant Fees and Services) of our 2025 Annual Report, in their entirety as set forth
herein; and |
| |
|
|
| |
● |
file
new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment No. 1 under Item
15 of Part IV hereof pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
Because
no financial statements have been included in this Amendment No. 1, and because this Amendment No. 1 does not contain or amend any disclosure
with respect to paragraphs 3, 4 and 5 of Items 307 and 308 of Regulation S-K, the corresponding certifications have been omitted. We
are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed
with this Amendment No. 1.
Except
as set forth above, no other Items of our 2025 Annual Report have been amended or revised in this Amendment No. 1, and all such other
Items shall be as set forth in such 2025 Annual Report. Accordingly, this Amendment No. 1 should be read in conjunction with the 2025
Annual Report and our other filings with the SEC. Certain capitalized terms used and not otherwise defined in this Amendment No. 1 have
the meanings given to them in the 2025 Annual Report.
Table
of Contents
|
|
Page
No. |
| |
|
|
| PART III |
| |
|
|
| ITEM
10. |
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE |
1 |
| ITEM
11. |
EXECUTIVE COMPENSATION |
8 |
| ITEM
12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
13 |
| ITEM
13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE |
14 |
| ITEM
14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES |
15 |
| |
|
|
| PART IV |
| |
|
|
| ITEM
15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
15 |
| |
SIGNATURES |
18 |
PART
III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
DIRECTORS
The
following table sets forth the name and current age of each director nominee, the year he or she was first elected, and his or her current
position(s) with the Company. The Company does not pay a fee to any third party to identify potential nominees. The Board has not received
recommended nominees from a stockholder and none of our directors or director nominees were selected pursuant to any arrangement or understanding,
other than with our directors acting within their capacity as a director. There are no family relationships among any of our directors,
director nominees, or executive officers.
| Name |
|
Age |
|
Director
Since |
|
Positions
Held |
| Zackary
Irani |
|
59 |
|
1997 |
|
Chief
Executive Officer and Director |
| Allen
Barbieri |
|
67 |
|
1999 |
|
Executive
Vice-Chairperson of the Board and Corporate Secretary |
| Jane
Emerson, M.D., Ph.D. |
|
70 |
|
2007 |
|
Director,
Chairperson of Nominating & Governance Committee and Member of Compensation and Audit Committees |
| Catherine
Coste |
|
58 |
|
2020 |
|
Director,
Chairperson of Audit Committee and Member of Nominating & Governance and Compensation Committees (resigned as of June 4, 2025) |
| Eric
Bing Chin |
|
41 |
|
2025 |
|
Director,
Chairperson of Audit Committee and Member of Nominating & Governance and Compensation Committees |
| David
Moatazedi |
|
47 |
|
2023 |
|
Director,
Chairperson of Compensation Committee and Member of Audit and Nominating and Governance Committees |
Background
of Nominees
Zackary
Irani
Mr.
Zackary Irani has served as a Director, Chief Executive Officer of the Company since April 1997. Until June 2024, Mr. Zackary Irani served
as the Chairperson of the Board from April 1997. Prior to that time, Mr. Zackary Irani served as the Company’s Vice-President of
Business Development. He has been an employee of the Company since 1986. During the fiscal years 2008 and 2009, Mr. Zackary Irani also
served as Chairperson of the Board of Lancer Orthodontics, Inc., a medical device company with manufacturing operations in the U.S. and
Mexico, and served as Lancer’s Chief Executive Officer from April 1997 until April 2004. Mr. Zackary Irani holds a BS degree and
an MBA degree from the University of California, Irvine - The Paul Merage School of Business.
We
believe Mr. Zackary Irani is qualified to serve on our Board because of his service as the Chief Executive Officer of the Company, his
extensive knowledge of the Company’s business and operations, his financial expertise, his education, and his knowledge of the
business sector in which the company competes.
Allen
Barbieri
Mr.
Allen Barbieri served as an Executive Director and as Vice Chairperson and Corporate Secretary of the Company since August 2020. Since
January 2022, Mr. Barbieri has also concurrently served as the Chief Executive Officer of Küleon LLC, a small private biotech company
engaged in development of therapeutic drugs targeting neurologic disorders. From October 1999 through August 2020, Mr. Allen Barbieri
also served as an outside independent director of the Company From March 2015 to April 2022, Mr. Allen Barbieri served as a member of
the board of directors of CareTrust REIT, Inc. (NYSE:CTRE), a large publicly traded real estate investment trust, where he served as
Chairman of the Corporate Governance and Nominating Committee and as a member of the Audit and Compensation Committees. From January
2010 to March 2018, Mr. Allen Barbieri served as the Chief Executive Officer of Biosynthetic Technologies, a privately held, renewable
specialty chemicals company, with BP and Monsanto as primary owners. Prior to that, from April 2004 to September 2009, Mr. Allen Barbieri
served as the Chief Executive Officer of Lancer Orthodontics, Inc., a medical device company with manufacturing operations in the U.S.
and Mexico. From 1998 to 1999, he served as President and Chief Financial Officer of BUY.COM, a major internet retailer, and from 1994
to 1999 Mr. Allen Barbieri was President and Chief Executive Officer of Pacific National Bank. Mr. Allen Barbieri holds an MBA from Massachusetts
Institute of Technology (MIT).
We
believe Mr. Allen Barbieri is qualified to serve on our Board due to his extensive knowledge of the Company’s business and operations,
his financial expertise in investment banking and experience as a Chief Executive Officer and Chief Financial Officer of public and private
institutions, his education, and his prior experience as a board member of numerous public and private companies.
Dr.
Jane Emerson
Dr.
Jane Emerson has served as a Director of the Company since April 2007. Since July 1, 2009, Dr. Emerson has served as Vice Chair for Clinical
Programs and Chief of Clinical Pathology at the University of Southern California Keck School of Medicine, Los Angeles, California. From
1994 to 2009, Dr. Emerson was on the faculty of the University of California, Irvine School of Medicines where she served as Chief of
Clinical Pathology, and from 2000 to 2009, she served as the Vice Chair for Clinical Programs, Department of Pathology, and Laboratory
Medicine. Dr. Emerson holds a MD from the University of Virginia, completed a residency in Laboratory Medicine at Johns Hopkins, and
earned a PhD in Physics from Brown.
We
believe Dr. Emerson is qualified to serve on our Board due to her extensive education, her industry leading experience in the clinical
laboratory sector, her knowledge of clinical lab products and the process of attaining regulatory clearance for new lab-based diagnostic
tests, and her 13 years of experience of service on the Board of the Company.
Catherine
Coste
Ms.
Catherine Coste served as a Director of the Company from September 2020 to June 2025. Ms. Catherine Coste retired from Deloitte and Touche
LLP (“Deloitte”), an industry-leading audit, consulting, tax and advisory firm, in 2020, where she was a senior Partner and
served as one of Deloitte’s Life Sciences industry executive leaders. During her career at Deloitte, Ms. Catherine Coste was directly
involved with over 30 life science corporations, the majority of which were large-cap and medium-cap public corporations. Ms. Catherine
Coste has served as an Independent Director at Minerva Surgical, Inc., a commercial-stage medical technology company, since February
2021, where she is Chair of the Audit Committee and a Member of the Compensation Committee. Ms. Catherine Coste has also served as an
Independent Director at Renalytix, plc(NASDAQ: RNLX), an artificial intelligence-enable in vitro diagnostics company, since June 2023,
where she Chairs the Audit Committee and is also a Member of the Renumeration Committee. Ms. Catherine Coste spent 32 years in both corporate
and professional services positions leading global finance, internal audit and operations teams. She has extensive experience in Sarbanes-Oxley
compliance, corporate risk analysis and management, cyber risk assessment, fraud prevention, IT systems analysis and upgrades, internal
controls, and corporate governance. Ms. Catherine Coste is a Certified Public Accountant in California and holds a Bachelor of Science
in Business Administration with a focus on Accounting from California State University, Hayward.
We
believe Ms. Catherine Coste was qualified to serve on our Board due to her education, her extensive work experience as a partner at Deloitte,
more than 20 years of experience advising life sciences companies in multiple areas of their operations including accounting and finance,
and other experience serving on the board of a public life science company.
Eric
Bing Chin, CPA
Mr.
Eric Bing Chin, CPA has served as a Director of the Company since June 2025. Mr. Chin has served as the Chief Financial Officer of Akido
Labs, Inc. since January 2023 and as a board member, Treasurer, and Secretary of Rhode Island Primary Care Physicians Corporation since
December 2023. From 2018 to 2022, Mr. Chin served as Chief Financial Officer at Astrana Health, a publicly traded company and member
of the S&P SmallCap 600. From 2011 to 2018, Mr. Chin served in finance leadership positions within Public Storage and Alexandria
Real Estate Equities, both of which are publicly traded and members of the S&P 500. From 2002 to 2011, Mr. Chin was a practicing
CPA with EY, a global public accounting firm. Mr. Chin holds a BA degree from UCLA.
Mr.
Chin serves as an advisory board member for AI 2030, a fundraiser for the American Heart Association’s Executives with Heart, and
a fundraiser for the Covenant House of Los Angeles. He also actively volunteers as a mentor for the UCLA Alumni mentoring program. Mr.
Chin is also a Member of the Healthcare Financial Management Association, a Charter Member of The F-Suite, and a member of the National
Association of Corporate Directors.
We
believe Mr. Chin is qualified to serve on our Board due to his education, his financial expertise, his experience as a Chief Financial
Officer of healthcare companies, his professional experience, and his prior experience serving as a member of the board of directors
of a healthcare company.
David
Moatazedi
Mr.
David Moatazedi has served as a Director of the Company since September 2020. Mr. David Moatazedi has served as the President and Chief
Executive Officer, and as a member of the of board of directors of Evolus, Inc. (“Evolus”) (NASDAQ: EOLS), since May 2018.
Evolus is a publicly traded life sciences company headquartered in Orange County, California, with a market capitalization of approximate
$500 million. From March 2017 to June 2020, David also served as an independent board member of Obalon Therapeutics, a publicly traded
life sciences company that was later merged into ReShape Lifesciences Inc. From 2016 to 2018, Mr. David Moatazedi served as Senior Vice
President at Allergan Inc. (“Allergan”), and head of the U.S. Medical Aesthetics division. Mr. David Moatazedi also worked
in various other leadership positions within Allergan since 2005, including Vice President, Sales and Marketing of the U.S. Facial Aesthetics,
and the U.S. Plastic Surgery Divisions. Before Allergan, from 2000 to 2005 Mr. David Moatazedi was a district manager for Novartis Pharmaceuticals,
a multinational pharmaceuticals company. Mr. David Moatazedi holds, an MBA from Pepperdine University and a BA degree from California
State University, Long Beach.
We
believe Mr. David Moatazedi is qualified to serve on our Board due to his education, his financial expertise, his experience as a Chief
Executive Officer of a publicly traded life sciences company, his professional experiences, and his prior experience serving as a member
of the board of directors of a public life science company.
EXECUTIVE
OFFICERS
The
following table sets forth the names, ages and positions of our executive officers:
| Name |
|
Age |
|
Position(s) |
| Zackary
Irani |
|
59 |
|
Chief
Executive Officer |
| Allen
Barbieri |
|
67 |
|
Executive
Vice Chairperson |
| Gary
Lu |
|
45 |
|
Chief
Financial Officer |
The
following provides certain biographical information with respective to each of our executive officers who is not a director.
| Zackary
Irani |
Mr.
Zackary Irani’s background is discussed above under the heading “Background of Nominees.” |
| |
|
| Allen
Barbieri |
Mr.
Allen Barbieri’s background is discussed above under the heading “Background of Nominees.” |
| Gary
Lu |
Mr.
Gary Lu has served as the Chief Financial Officer of the Company since March 2023. Mr. Gary Lu brings over 20 years of diverse extensive
experience with SEC publicly traded and privately held companies in corporate strategy, financial management, operations, fundraising,
and merger and acquisition activities. Prior to joining the Company, from September 2019 to February 2023, Mr. Gary Lu served as
the Controller and Vice President of Finance at Happy Money, a leading platform for unsecured lending. From January 2019 to September
2019, Mr. Gary Lu served as Controller and Vice President of Finance at Verb Technology Company, Inc. (NASDAQ: VERB), a software
company. From January 2015 to January 2019, Mr. Gary Lu served as Vice President Southwest Corporate Controller at FirstService Residential
Management, Inc., a property management company, and the largest subsidiary of FirstService Corporation (NASDAQ: FSV). From October
2014 to January 2015, he served as the Corporate Controller and Head of Finance at Hoag Orthopedic Institute, LLC, a nationally ranked
organization for orthopedic care. From December 2008 to October 2014, he served within various finance cross-disciplined roles at
Broadcom Inc. (NASDAQ: AVGO), a semi-conductor manufacturing company. Mr. Gary Lu began his career at Ernst & Young, LLP, a professional
services company, where he served as an Assurance Manager from September 2003 to November 2008, and provided assurance services to
both publicly traded and private company clients of the firm. Mr. Gary Lu is a certified public accountant and received a BA in Economics
and Accounting from the University of California, Los Angeles (UCLA). |
BOARD
DIVERSITY
The
diversity of the Company’s Board is listed below and is reviewed annually by the Board.
| Board Diversity Matrix (as of September 30, 2025) |
| Total Number of Directors | |
5 | | |
| | |
| | |
| |
| | |
Female | | |
Male | | |
Non- Binary | | |
Did Not Disclose Gender | |
| Part I: Gender Identity | |
| | | |
| | | |
| | | |
| | |
| Directors | |
| 1 | | |
| 4 | | |
| - | | |
| - | |
| Part II: Demographic Background | |
| | | |
| | | |
| | | |
| | |
| African American or Black | |
| - | | |
| - | | |
| - | | |
| - | |
| Alaskan Native or Native American | |
| - | | |
| - | | |
| - | | |
| - | |
| Asian | |
| - | | |
| 1 | | |
| - | | |
| - | |
| Hispanic or Latinx | |
| - | | |
| - | | |
| - | | |
| - | |
| Native Hawaiian or Pacific Islander | |
| - | | |
| - | | |
| - | | |
| - | |
| White | |
| 1 | | |
| 3 | | |
| - | | |
| - | |
| Two or More Races or Ethnicities | |
| - | | |
| - | | |
| - | | |
| - | |
| LGBTQ+ | |
| - | | |
| - | | |
| - | | |
| - | |
| Did Not Disclose Demographic Background | |
| - | | |
| - | | |
| - | | |
| - | |
LEGAL
PROCEEDINGS
There
are no legal proceedings related to any of our directors, director nominees, or executive officers which are required to be disclosed
pursuant to applicable SEC rules.
BOARD
OF DIRECTORS MEETINGS AND COMMITTEES
The
Board maintains an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. For the fiscal year
ended May 31, 2025, the Board held eight in-person or telephonic Board meetings, three of which were strategy and update meetings with
management, and acted by unanimous written consent three times. The Audit Committee held seven meetings; the Compensation Committee held
four meetings; and the Nominating and Corporate Governance Committee held four meetings. During the fiscal year ended May 31, 2025, all
directors attended 75% or more of the aggregate meetings of the Board and the Committees on which they served.
NOMINATING
AND CORPORATE GOVERNANCE COMMITTEE
The
Company has a Nominating and Corporate Governance Committee Charter which may be viewed on the Company’s website at www.biomerica.com.
The
Company has a standing Nominating and Corporate Governance Committee (the “Governance Committee”). The Governance Committee
regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise
arise. In the event that vacancies are anticipated or otherwise arise, the Governance Committee utilizes a variety of methods for identifying
and evaluating director candidates. The Governance Committee will consider candidates recommended by current directors, professional
search firms, stockholders or other persons.
To
select a director candidate, the Governance Committee undergoes a series of discussions and review of the candidates. Once the Governance
Committee has identified a prospective nominee, the Governance Committee will evaluate the prospective nominee in the context of the
then current composition of the Board and will consider a variety of other factors, including the prospective nominee’s public
company experience, corporate governance experience, business, technology, strategy, and industry experience, finance and financial reporting
experience, and other attributes that would be expected to contribute to an effective Board. The Board seeks to identify nominees who
possess a diverse range of experience, skills, areas of expertise, industry knowledge, business judgment, and professional ethics and
values. Although the Governance Committee does not have a formal policy with respect to diversity, it has a well-established process
to identify director nominees, and considers diversity when evaluating candidates for director nominees. The Board does not evaluate
stockholder nominees differently than any other nominee.
Our
Board will consider stockholder nominations for directors if we receive timely written notice, in proper form, of the nomination. To
be timely, the notice must be received within the time frame discussed below in this Proxy Statement under the heading “Date of
Submission of Stockholder Proposals.” To be in proper form, the notice must, among other matters, include each nominee’s
written consent to serve as a director for the Company if elected at the next annual meeting, a description of all arrangements or understandings
between the nominating stockholder and the nominee, and certain other information about the nominating stockholder and the nominee.
The
Governance Committee met four times during the fiscal year ended May 31, 2025. For the fiscal year ended May 31, 2025, the Committee
consisted of Dr. Jane Emerson, Mr. David Moatazedi and Ms. Catherine Coste with Dr. Jane Emerson serving as Chairperson of the Governance
Committee. Following our fiscal year end, on June 4, 2025, Ms. Catherine Coste resigned as an independent member of the Board, thereby
vacating her position as a member of the Governance Committee. On the same date, the Board appointed Mr. Eric Bing Chin to serve as an
independent member of the Board and also as a member of the Governance Committee filling the vacancy created by Ms. Coste’s resignation
. After the Annual Meeting, it is anticipated that Dr. Jane Emerson will continue to serve as Chair of the Governance Committee and Mr.
David Moatazedi and Mr. Eric Bing Chin will remain members.
COMPENSATION
COMMITTEE
The
Company has a Compensation Committee Charter which may be viewed on the Company’s website at www.biomerica.com.
The
Compensation Committee is responsible for assisting the Board in discharging its responsibilities regarding the compensation of our employees
and directors. The specific duties of the Compensation Committee include, among other matters: reviewing and approving executive compensation;
evaluating our executive officers’ performance; setting the compensation levels of our executive officers; setting our incentive
compensation plans, including our equity-based incentive plans; making recommendations to the Board for annual compensation of directors;
and making recommendations to our Board regarding our overall compensation structure, policies and programs.
The
Compensation Committee may delegate authority to the chief executive officer or the chief financial officer to grant equity incentive
plan awards to our non-executive employees consistent with the parameters approved in advance by the compensation committee.
Historically,
our Chief Executive Officer and Executive Vice-chairperson have provided input and recommendations to the Compensation Committee on the
compensation of executive officers and members of the Board. In addition, representatives from our executive management team finance
function have provided information or recommendations to the Compensation Committee regarding design of any cash and equity incentive
programs. Also, while the Compensation Committee does not officially retain an executive compensation consultant, it does obtain industry
and peer-group compensation information from certain national compensation consulting firms and other industry resources. The Compensation
Committee reviews all of this input and information in determining and setting director and executive officer compensation plans. All
decisions affecting executive officer compensation are made by the Compensation Committee, in its sole discretion.
The
Compensation Committee met four times during the fiscal year ended May 31, 2025. One Compensation Committee meeting was held without
management, and three Compensation Committee meetings were held with management attending at least a portion of the meeting. For the
fiscal year-end May 31, 2025, the Compensation Committee was comprised of Mr. David Moatazedi, Dr. Jane Emerson and Ms. Catherine Coste,
with Mr. David Moatazedi serving as Chairperson of the Compensation Committee. Following our fiscal year end, on June 4, 2025, Ms. Catherine
Coste resigned as an independent member of the Board, thereby vacating her position as a member of the Compensation Committee. On the
same date, the Board appointed Mr. Eric Bing Chin to serve as an independent member of the Board and also as a member of the Compensation
Committee filling the vacancy created by Ms. Coste’s resignation. It is anticipated that Mr. David Moatazedi will continue to serve
as Chairperson of the Compensation Committee after the Annual Meeting, and Dr. Jane Emerson and Mr. Eric Bing Chin will remain members.
AUDIT
COMMITTEE
The
Company has an Audit Committee Charter which may be viewed on the Company’s website at www.biomerica.com.
The
Audit Committee is responsible for overseeing our accounting and financial reporting processes and the audits of our financial statements.
In addition, the Audit Committee assists the Board in its oversight of our compliance with legal and regulatory requirements. The specific
duties of the Audit Committee include, among others: monitoring the integrity of our financial process and systems of internal controls
regarding finance, accounting and legal compliance; selecting our independent auditor; monitoring the independence and performance of
our independent auditor; and providing an avenue of communication among the independent auditor, our management and our Board. The Audit
Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to
all of our employees and to the independent auditor. The Audit Committee also has the ability to retain, at the Company’s expense
and without further approval of the Board, special legal, accounting, or other consultants or experts that it deems necessary in the
performance of its duties.
The
Audit Committee met four times during the fiscal year ended May 31, 2025. For the fiscal year ended May 31, 2025, the Audit Committee
consisted of Ms. Catherine Coste, Mr. David Moatazedi, and Dr. Jane Emerson with Ms. Catherine Coste serving as Chairperson of the Audit
Committee. Following our fiscal year end, on June 4, 2025, Ms. Catherine Coste resigned as an independent member of the Board, thereby
vacating her position as Chairperson of the Audit Committee. On the same date, the Board appointed Mr. Eric Bing Chin to serve as an
independent member of the Board and also as the Chairperson of the Audit Committee filling the vacancy created by Ms. Coste’s resignation.
It is anticipated that Mr. Eric Bing Chin will serve as the Chairperson of the Audit Committee after the Annual Meeting, and Dr. Jane
Emerson and Mr. David Moatazedi will remain members. The Board has determined that Mr. Eric Bing Chin qualifies as an “audit committee
financial expert” and that each member of the Audit Committee is financially literate. All members of the Audit Committee meet
the independence standards set forth in applicable Securities and Exchange Commission (“SEC”) and Nasdaq rules.
DIRECTOR
INDEPENDENCE
The
Board reviews the independence of each director when he or she is elected to the Board and monitors their independence on a continual
basis. The Board considers the transactions and relationships between each member and the Company in determining independence. The Board
determines independence based on the definition of “Director Independence” as defined by SEC rules and as determined in accordance
with Rule 5605 of the Marketplace Rules of Nasdaq. Based upon that review, the Board has affirmatively determined that Mr. Eric Bing
Chin, Mr. David Moatazedi, and Dr. Jane Emerson are independent, (collectively, the “Independent Directors”).
BOARD
LEADERSHIP STRUCTURE
The
Board selects a Chairperson in a manner it determines to be in the best interests of the Company. It is in the Board’s discretion
to determine whether the same individual should serve as both the Chief Executive Officer and Chairperson of the Board or whether those
roles should be separated. This flexibility permits the Board to organize its functions and conduct its business in a manner it deems
most effective in then-prevailing circumstances and to select the individual it considers to be best-suited to serve as Chairman of the
Board at any particular time. At this time, the Board has not yet appointed a new person to serve as the Chairperson of the Board.
BOARD
ROLE IN RISK OVERSIGHT
The
Board is responsible for oversight of material risks facing the Company, including financial, cybersecurity, and compliance risks, while
our management team is responsible for the day-to-day management of risk. In addition, the Board has delegated oversight of certain categories
of risk to the Audit Committee and the Compensation Committee, which are comprised entirely of independent directors. The Audit Committee
and the Compensation Committee respectively report to the Board as appropriate on matters that involve specific areas of risk that each
committee oversees.
Financial,
Compliance and Controls Risks
The
Audit Committee has scheduled periodic and annual reviews and discussions with management regarding significant risk exposures and incident
metrics, including those relating to global financial, accounting, and treasury matters, internal audit and controls, and legal and regulatory
compliance. These discussions cover the steps management has taken to monitor, control, and report such exposures, as well as the Company’s
policies with respect to risk assessment and risk management.
Employee
Compensation Risks
The
Compensation Committee oversees management of risks relating to the Company’s compensation plans and programs. The Company’s
management and the Compensation Committee have assessed the risks associated with the Company’s compensation policies and practices
for all employees, including non-executive officers. These include risks relating to setting ambitious targets for our employees’
compensation or the vesting of their equity awards, our emphasis on at-risk equity-based compensation, discrepancies in the values of
equity-based compensation depending on employee tenure relative to increases in stock price over time and the potential impact of such
factors on the retention or decision-making of our employees, particularly our senior management. Based on the results of this assessment,
the Company does not believe that its compensation policies and practices for all employees, including non-executive officers, create
risks that are reasonably likely to have a material adverse effect on the Company.
CORPORATE
GOVERNANCE
The
Company’s Corporate Governance Policy and its Policy on Business Conduct and Ethics (“Ethics Policy”) for all directors,
officers, and employees of the Company, including executive officers, are available on the Company’s web site at www.biomerica.com.
Stockholders may also obtain free of charge printed copies of this policy by writing to the Corporate Secretary of the Company at our
principal executive offices.
DELINQUENT
SECTION 16(a) REPORTS
Section
16(a) of the Exchange Act requires our executive officers, directors, and persons who own more than 10% of a registered class of securities
to file initial reports of ownership of our stock and reports of changes in such ownership with the SEC. To our knowledge, all required
filings pursuant to Section 16(a) were timely made during the fiscal year ended May 31, 2025.
EMPLOYEE,
DIRECTOR, AND OFFICER HEDGING
We
have not adopted any policy regarding the ability of our employees (including officers) or directors, or any of their designees, to purchase
financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage
in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities.
INSIDER
TRADING POLICY
We also maintain a Policy on Insider Trading governing the purchase or sale of our securities by our officers, directors
and employees and consultants, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations,
and any listing standards applicable to us. We consider it improper and inappropriate for any employee, officer or director to engage
in short-term or speculative transactions in our securities. The Policy on Insider Trading specifically prohibits officers, directors
and other employees and consultants from engaging in short sales, margin accounts, pledging or hedging transactions of our securities.
A copy of the Policy on Insider Trading Policy was filed as Exhibit 19.1 to our 2025 Annual Report.
COMPENSATION
RECOVERY POLICY
We believe that it is in the best interests of the Company and its stockholders to create and maintain a culture
that emphasizes integrity and accountability and reinforces our pay-for-performance compensation philosophy. We have adopted a compensation
recovery policy, which has been filed as an exhibit to our 2025 Annual Report. The compensation recovery policy provides for the recoupment
of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting
requirements under the federal securities laws and describes certain remedies available to the Board to address executive officers who
have engaged in fraudulent or other intentional misconduct. Our compensation recovery policy applies to any compensation paid to executive
officers that is granted, earned, or vested based wholly or in part upon attainment of a financial reporting measure.
ITEM
11. EXECUTIVE COMPENSATION
EXECUTIVE
COMPENSATION OF NAMED EXECUTIVE OFFICERS
In
December 2024, our Compensation Committee conducted its annual review of our compensation philosophy and made recommendations to the
Board, which set the total compensation plan for our Named Executive Officers. This review included certain market data, other factors,
and operational performance of the Company. The focus of the Compensation Committee, the Board, and management is aligning management
total compensation with shareholder return. As such, the Company pays below market salaries and cash bonuses (when paid) and focuses
on equity awards for Named Executive Officers.
Cash
Compensation
We
use salary to compensate our Named Executive Officers for services rendered during the year and to recognize each of their experience,
skills, knowledge, and responsibilities required of each Named Executive Officers. Our Compensation Committee considers adjustments to
salary to reflect market conditions and Company results.
Equity
Compensation
We
view equity awards as the critical element of total compensation of our Named Executive Officers. Although we do not specifically tie
any portion of a Named Executive Officer’s equity compensation to Company performance, the Company utilizes incentive stock options
and restricted stock as equity awards, the value of which bears a direct correlation to
total shareholder return. Stock options issued to Named Executive Officers, often vest over a four-year period. Stock options issued to
Named Executive Officers are always issued with an exercise price equal to the then current market price of the Company’s Common
Stock. As such, the value in these issued stock options is tied to long-term increases in stockholder value. Further, since issued stock
options generally vest over four (4) years, these equity awards serve as a means of retaining our Named Executive Officers, as well as
other employees of the Company.
The
Compensation Committee and, if applicable, the Board typically grant equity awards, including, if any, stock options, during their regularly
scheduled meetings early in the fiscal year. However, the timing of this approval may be changed in the event of extraordinary circumstances,
including in connection with mid-year promotions and new hires. The Compensation Committee and the Board do not take material nonpublic
information into account when determining the timing and terms of equity awards, including options. The Compensation Committee and the
Board do not time the release of material nonpublic information to affect the value of executive compensation.
The
following table sets forth the total compensation earned by the Company’s Chief Executive Officer, Executive Vice Chairperson and
Chief Financial Officer and Secretary (the “Named Executive Officers”) for the fiscal years ended May 31, 2025 and 2024.
EXECUTIVE
COMPENSATION
SUMMARY
COMPENSATION TABLE
| Name and Principal Position | |
Year | |
Salary ($) | | |
Stock Awards ($) | | |
Option Awards ($) (4) | | |
Total ($) | |
| Zackary Irani (1), | |
2025 | |
$ | 122,596 | | |
| 78,438 | | |
| - | | |
$ | 201,034 | |
| Chairman & Chief Executive Officer | |
2024 | |
$ | 150,000 | | |
| - | | |
| 210,103 | | |
$ | 360,103 | |
| Allen Barbieri (2), | |
2025 | |
$ | 93,415 | | |
| 34,513 | | |
| - | | |
$ | 127,928 | |
| Director, Executive Vice Chairman & Secretary | |
2024 | |
$ | 124,583 | | |
| - | | |
| 119,400 | | |
$ | 243,983 | |
| Gary Lu (3), | |
2025 | |
$ | 260,000 | | |
| 51,769 | | |
| - | | |
$ | 311,769 | |
| Chief Financial Officer | |
2024 | |
$ | 260,000 | | |
| - | | |
| 125,636 | | |
$ | 385,636 | |
| (1) |
As
part of cost reduction measures during the fiscal year ended May 31, 2025,
Mr. Zackary Irani voluntarily reduced his salary from $150,000 to $75,000 effective August 1, 2024. Effective January 1, 2025, Mr. Irani’s
annual base salary was reinstated to $150,000. In the fiscal years ended May 31, 2025 and 2024, there were no management incentive cash
bonuses and Mr. Zackary Irani received no issuance of stock. Mr. Zackary Irani was granted 31,250 shares of restricted stock during the
fiscal year ended May 31, 2025. The aggregate grant-date fair value of these shares of restricted stock was $78,438, based on the closing
market price of the Company’s common stock of $2.51 per share on the date of grant. |
| |
|
| (2) |
As
part of cost reduction measures during the fiscal year ended May 31, 2025,
Mr. Allen Barbieri voluntarily reduced his salary from $110,000 to $88,000 effective August 1, 2024. In the previous fiscal year ended
May 31, 2024, Mr. Allen Barbieri’s salary was voluntarily reduced from $110,000 to $88,000, effective January 1, 2024. In the fiscal
years ended May 31, 2025 and 2024, there were no management incentive cash bonuses and Mr. Allen Barbieri received no issuance of stock.
Mr. Allen Barbieri was granted 13,750 shares of restricted stock during the fiscal year ended May 31, 2025. The aggregate grant-date fair
value of these shares of restricted stock was $34,513, based on the closing market price of the Company’s common stock of $2.51
per share on the date of grant. |
| |
|
| (3) |
During
the fiscal year ended May 31, 2025, Mr. Gary Lu did not receive a salary
increase. In the previous fiscal year ended May 31, 2024, his salary became effective upon his appointment as chief financial officer
on March 1, 2023. In the fiscal years ended May 31, 2025 and 2024, there were no management incentive cash bonuses and Mr. Gary Lu received
no issuance of stock. Mr. Gary Lu was granted 20,625 shares of restricted stock during the fiscal year ended May 31, 2025. The aggregate
grant-date fair value of these shares of restricted stock was $51,769, based on the closing market price of the Company’s common
stock of $2.51 per share on the date of grant. |
| |
|
| (4) |
For
additional information as to the assumptions made in valuation, see Note 2 to the Company’s audited financial statements filed
with the SEC in our Annual Report. |
Employment
Agreement
The
Company has a written employment agreement with Gary Lu for his role as the Chief Financial Officer of the Company (the “Lu Employment
Agreement”). Mr. Lu’s employment is at-will and may be terminated by him or the Company at any time, with or without cause
or notice. Pursuant to the Lu Employment Agreement, Mr. Lu is entitled to separation pay under the following circumstances:
| |
i. |
Termination
by the Company for Cause: If the Company terminates Mr. Lu for Cause (as defined in the Lu Employment Agreement), Mr. Lu is entitled
to all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination. |
| |
ii. |
Termination
by the Company without Cause: If the Company terminates Mr. Lu without Cause (as defined in the Lu Employment Agreement), Mr.
Lu shall be paid all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination. In the
event Mr. Lu is terminated by the Company without Cause, including following a Change in Control (as defined by the Lu Employment
Agreement), he will be eligible for severance pay that is equal to 12 months of Mr. Lu’s base bay, provided that he executes
and does not revoke a customary general release of claims against the Company and its affiliates, officers, directors, agents, and
employees (the “Severance Payment”). |
| |
|
|
| |
iii. |
Termination
by the Employee with Cause: If Mr. Lu terminates his employment with the Company with Cause, including a termination with Cause
following a Change in Control, he will be eligible for a Severance Payment. In the event of a termination of employment by Mr. Lu
with Cause following a Change in Control, all unvested stock options previously issued to him shall become immediately vested and
exercisable. |
The
Company has a written employment agreement with Zack Irani for his role as the Chief Executive Officer of the Company (the “Irani
Employment Agreement”). Mr. Irani’s employment is at-will and may be terminated by him or the Company at any time, with or
without cause or notice. Pursuant to the Irani Employment Agreement, Mr. Irani is entitled to separation pay under the following circumstances:
| |
i. |
Termination
by the Company for Cause: If the Company terminates Mr. Irani for Cause (as defined in the Irani Employment Agreement), Mr. Irani
is entitled to all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination. |
| |
|
|
| |
ii. |
Termination
by the Company without Cause: If the Company terminates Mr. Irani without Cause (as defined in the Irani Employment Agreement),
Mr. Irani shall be paid all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination.
In the event Mr. Irani is terminated by the Company without Cause, including following a Change in Control (as defined by the Irani
Employment Agreement), he will be eligible for severance pay that is equal to 12 months of Mr. Irani’s base bay, provided that
he executes and does not revoke a customary general release of claims against the Company and its affiliates, officers, directors,
agents, and employees (the “Severance Payment”). |
| |
|
|
| |
iii. |
Termination
by the Employee with Cause: If Mr. Irani terminates his employment with the Company with Cause, including a termination with
Cause following a Change in Control, he will be eligible for a Severance Payment. In the event of a termination of employment by
Mr. Irani with Cause following a Change in Control, all unvested stock options previously issued to him shall become immediately
vested and exercisable. |
The
Company has a written employment agreement with Allen Barbieri for his role as the Corporate Secretary and Executive Vice Chairman of
the Company (the “Barbieri Employment Agreement”). Mr. Barbieri’s employment is at-will and may be terminated by him
or the Company at any time, with or without cause or notice. Pursuant to the Barbieri Employment Agreement, Mr. Barbieri is entitled
to separation pay under the following circumstances:
| |
i. |
Termination
by the Company for Cause: If the Company terminates Mr. Barbieri for Cause (as defined in the Barbieri Employment Agreement),
Mr. Barbieri is entitled to all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination.
|
| |
ii. |
Termination
by the Company without Cause: If the Company terminates Mr. Barbieri without Cause (as defined in the Barbieri Employment Agreement),
Mr. Barbieri shall be paid all accrued but unpaid base salary and any accrued but unused paid time-off to the date of the termination.
In the event Mr. Barbieri is terminated by the Company without Cause, including following a Change in Control (as defined by the
Irani Employment Agreement), he will be eligible for severance pay that is equal to 12 months of Mr. Irani’s base bay, provided
that he executes and does not revoke a customary general release of claims against the Company and its affiliates, officers, directors,
agents, and employees (the “Severance Payment”). |
| |
|
|
| |
iii. |
Termination
by the Employee with Cause: If Mr. Barbieri terminates his employment with the Company with Cause, including a termination with
Cause following a Change in Control, he will be eligible for a Severance Payment. In the event of a termination of employment by
Mr. Barbieri with Cause following a Change in Control, all unvested stock options previously issued to him shall become immediately
vested and exercisable. |
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
| | |
| |
Option Awards | | |
Stock Awards | |
| Name | |
Grant Date | |
Number of Securities Underlying Unexercised Options (#) Exercisable | | |
Number of Securities Underlying Unexercised Options (#) Unexercisabe | | |
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | | |
Option Exercise
Price
($) | | |
Option Expiration Date | |
Number of Shares or Units of Stock That Have Not Vested (#) | | |
Market Value of Shares or Units of Stock That Have Not Vested ($) | | |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |
| | |
3/24/2016 | |
| 12,500 | | |
| 0 | | |
| 0 | | |
$ | 9.60 | | |
3/24/2026 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
1/22/2018 | |
| 9,375 | | |
| 0 | | |
| 0 | | |
$ | 31.20 | | |
1/22/2028 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
12/20/2018 | |
| 18,750 | | |
| 0 | | |
| 0 | | |
$ | 18.00 | | |
12/20/2028 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
12/19/2019 | |
| 15,625 | | |
| 0 | | |
| 0 | | |
$ | 22.48 | | |
12/19/2029 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Zackary Irani | |
12/10/2020 | |
| 9,827 | | |
| 0 | | |
| 0 | | |
$ | 50.88 | | |
12/10/2030 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
12/9/2021 | |
| 9,375 | | |
| 3,125 | | |
| 0 | | |
$ | 35.68 | | |
12/9/2031 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
12/7/2023 | |
| 6,563 | | |
| 6,562 | | |
| 0 | | |
$ | 13.36 | | |
4/20/2033 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
12/13/2023 | |
| 4,844 | | |
| 14,531 | | |
| 0 | | |
$ | 7.91 | | |
12/13/2033 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
12/13/2024 | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | - | | |
| |
| 31,250 | | |
| 78,438 | | |
| 0 | | |
| 0 | |
| | |
3/24/2016 | |
| 4,375 | | |
| 0 | | |
| 0 | | |
$ | 9.60 | | |
3/24/2026 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
1/22/2018 | |
| 3,125 | | |
| 0 | | |
| 1 | | |
$ | 31.20 | | |
1/22/2028 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
12/20/2018 | |
| 6,250 | | |
| 0 | | |
| 2 | | |
$ | 18.00 | | |
12/20/2028 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
12/19/2019 | |
| 6,250 | | |
| 0 | | |
| 3 | | |
$ | 22.48 | | |
12/19/2029 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Allen Barbieri | |
12/10/2020 | |
| 3,750 | | |
| 0 | | |
| 4 | | |
$ | 50.88 | | |
12/10/2030 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
12/9/2021 | |
| 5,625 | | |
| 0 | | |
| 5 | | |
$ | 35.68 | | |
12/9/2031 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
12/7/2023 | |
| 6,250 | | |
| 0 | | |
| 6 | | |
$ | 13.36 | | |
4/20/2033 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
12/13/2023 | |
| 12,500 | | |
| 0 | | |
| 7 | | |
$ | 7.91 | | |
12/13/2033 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
12/13/2024 | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | - | | |
| |
| 13,750 | | |
| 34,513 | | |
| 0 | | |
| 0 | |
| | |
4/6/2023 | |
| 6,250 | | |
| 6,250 | | |
| 0 | | |
$ | 13.92 | | |
4/6/2033 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| Gary Lu | |
12/13/2023 | |
| 4,844 | | |
| 14,531 | | |
| 0 | | |
$ | 7.91 | | |
12/13/2033 | |
| 0 | | |
| 0 | | |
| 0 | | |
| 0 | |
| | |
12/13/2024 | |
| 0 | | |
| 0 | | |
| 0 | | |
$ | - | | |
| |
| 20,625 | | |
| 51,769 | | |
| 0 | | |
| 0 | |
| (1) |
The
vesting dates coincide with the option grant date annually for options held at the fiscal year-end. |
| |
|
| (2) |
For
Mr. Zackary Irani, 25% of the option awards granted on 12/7/2023 vested immediately, while the remaining 75% will vest in equal installments
over a 36-month period. The option awards granted to him on 1/22/2018 also vest in equal installments over a 36-month period. All
other option awards granted to Mr. Zackary Irani vest in equal installments over a 48-month period. All RSU awards granted to Mr.
Zackary Irani are subject to the same 48-month vesting schedule. |
| |
|
| (3) |
For
Mr. Allen Barbieri, 100% of the option awards granted on 12/7/2023 vest immediately. All other share option awards granted to Mr.
Allen Barbieri vest after a 12-month cliff date. All RSU awards granted to Mr. Allen Barbieri are subject to the same 12-month cliff. |
| |
|
| (4) |
All
share option awards granted to Mr. Gary Lu vest in equal annual installments over a 4-year period. All RSU awards granted to Mr.
Gary Lu are subject to the same 4-year vesting schedule. |
INDEPENDENT
DIRECTOR COMPENSATION
Our
Independent Directors receive a cash component in addition to an equity component as part of their annual Board retainer fee. The cash
component of Board retainer fees is paid quarterly, while stock options typically vest on the one-year anniversary date of issuance.
The compensation of directors is subject to review and adjustment from time to time by the Board.
The
annual cash retainer fees are paid according to the following schedule:
| DIRECTOR COMPENSATION | |
| |
| Annual Cash Retainer | |
$ | 45,000 | |
| Committee Chair Stipends: | |
| | |
| Audit | |
$ | 15,000 | |
| Compensation | |
$ | 7,500 | |
| Nominating and Corporate Governance | |
$ | 7,500 | |
The
following table presents the compensation of Independent Directors for the fiscal year ended May 31, 2025.
DIRECTOR
COMPENSATION
| Name | |
Fees Earned or Paid in Cash
($) | | |
Stock Awards ($) | | |
Option Awards Value ($) (1) | | |
Non-Equity Incentive Plan Compensation
($) | | |
Change in Pension Value and Nonqualified Deferred Compensation Earnings | | |
All Other Compensation
($) | | |
Total
Value
($) | |
| Catherine Coste | |
$ | 60,000 | | |
| 26,669 | (1) | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 86,669 | |
| Jane Emerson, M.D., Ph.D. | |
$ | 52,500 | | |
| 26,669 | (2) | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 79,169 | |
| David Moatazedi | |
$ | 52,500 | | |
| 26,669 | (3) | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 79,169 | |
| (1) |
At
fiscal year ended May 31, 2025, Ms. Catherine Coste had 22,125 option awards outstanding and 10,625 shares of restricted stock outstanding. |
| |
|
| (2) |
At
fiscal year ended May 31, 2025, Dr. Jane Emerson had 297,000 option awards outstanding and 10,625 shares of restricted stock outstanding. |
| |
|
| (3) |
At
fiscal year ended May 31, 2025, Mr. David Moatazedi had 132,000 option awards outstanding and 10,625 shares of restricted stock outstanding. |
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table sets forth, as of September 26, 2025, certain information as to shares of Common Stock owned by (i) each person known
to beneficially own more than 5% of the outstanding Common Stock, (ii) each director, including director nominees, and each of our Named
Executive Officers (as defined under “Executive Compensation of Named Executive Officers”), and (iii) all executive officers
and directors of the Company as a group. Unless otherwise indicated, each person listed has sole voting and investment power over the
shares beneficially owned by him or her. Unless otherwise indicated, the address of each beneficial owner is 17571 Von Karman Avenue,
Irvine, California 92614.
5%
or Greater Stockholders
| NAME OF BENEFICIAL OWNER (1) | |
SHARES BENEFICIALLY OWNED | | |
PERCENTAGE BENEFICIALLY OWNED (1) | |
| Zackary Irani | |
| 245,679 | | |
| 8.3 | % |
Directors
and Named Executive Officers
| NAME OF BENEFICIAL OWNER (1) | |
SHARES BENEFICIALLY OWNED | | |
PERCENTAGE BENEFICIALLY OWNED (1) | |
| Zackary Irani (2) | |
| 245,679 | | |
| 8.3 | % |
| Allen Barbieri (3) | |
| 71,668 | | |
| 2.5 | % |
| Jane Emerson, M.D., Ph.D. (4) | |
| 52,875 | | |
| 1.8 | % |
| Gary Lu (5) | |
| 30,469 | | |
| 1.1 | % |
| David Moatazedi (6) | |
| 25,563 | | |
| 0.9 | % |
| Eric Bing Chin (7) | |
| - | | |
| 0.0 | % |
| All executive officers and directors as a group (six persons) | |
| 475,103 | | |
| 16.2 | % |
| * | Percentage of shares
beneficially owned does not exceed 1.0% of our outstanding shares of Common Stock. |
| | |
| (1) | Beneficial ownership
is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934. Any shares of Common Stock that each named person
and group has the right to acquire within 60 days pursuant to options, warrants, conversion privileges or other rights, are deemed outstanding
for purposes of computing shares beneficially owned by and the percentage ownership of each such person and group. However, such shares
are not deemed outstanding for purposes of computing the shares beneficially owned by or percentage ownership of any other person or
group. Percentage ownership for each named beneficial owner, and the ownership of the directors and executive officers as a group, is
based on 2,869,900 shares outstanding as of September 26, 2025, plus the shares the named person and group has a right to acquire within
60 days thereafter pursuant to options, warrants, conversion privileges or other rights and privileges. |
| | |
| (2) | Includes 245,679
shares underlying options exercisable by Mr. Zackary Irani at or within 60 days of September 26, 2025. |
| | |
| (3) | Includes 71,668
shares underlying options exercisable by Mr. Allen Barbieri at or within 60 days of September 26, 2025. |
| | |
| (4) | Includes 52,875
shares underlying options exercisable by Dr. Jane Emerson at or within 60 days of September 26, 2025. |
| | |
| (5) | Includes 30,469
shares underlying options exercisable by Mr. Gary Lu at or within 60 days of September 26, 2025. |
| | |
| (6) | Includes 25,563
shares underlying options exercisable by Mr. David Moatazedi at or within 60 days of September 26, 2025. |
| | |
| (7) | Mr. Eric Bing Chin
joined the Board in June 2025. He has no stock options that are exercisable at or within 60 days of September 26, 2025. |
Equity
Compensation Plan Information
The
following table sets forth information as of May 31, 2025 relating to all our equity compensation plans:
| Plan category | |
Number of
securities to
be issued upon
exercise
of outstanding
options or rights | | |
Weighted Average
exercise price of
outstanding
options or rights | | |
Number of securities
remaining available
for future issuance under equity compensation plans | |
| Equity compensation plans approved by security holders | |
| 413,866 | | |
$ | 19.29 | | |
| 153,038 | |
| Equity compensation plans not approved by security holders | |
| - | | |
| - | | |
| - | |
| Total | |
| 413,866 | | |
$ | 19.29 | | |
| 153,038 | |
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Certain
Relationships and Related Transactions
The
Board reviews, approves, and/or ratifies all transactions involving related persons. The purpose of the review is to determine that such
transactions are not conducted on terms that are materially less favorable to the Company than what would be usual and customary in transactions
between unrelated persons and, in the case of transactions involving directors, to determine whether such transactions affect the independence
of a director in accordance with the relevant rules and standards issued by the SEC.
Other
than as described under the headings “Executive Compensation” and “Director Compensation” in Item 11 of this
Amendment, since June 1, 2024, there has not been, and there is not currently proposed, any transaction, arrangement or relationship
or series of similar transactions, arrangements or relationships, in which:
| ● | we
or our subsidiaries were or will be a participant; |
| ● | the
amount involved exceeded or exceeds $120,000; and |
| ● | any
of our directors, executive officers, beneficial owners of more than 5% of any class of our
voting securities, any member of the immediate family of any such director or executive officer,
or any person (other than a tenant or employee) sharing the household of any such director
or executive officer had or will have a direct or indirect material interest. |
Director
Independence
See
“Item 10. Directors, Executive Officers and Corporate Governance; Corporate Governance, Board Composition” above for a discussion
regarding the independence of the members of our Board of Directors.
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The
approximate aggregate fees billed for professional services by our auditors in the fiscal years ended May 31, 2025 and 2024 were as follows:
| | |
FISCAL YEAR | | |
FISCAL YEAR | |
| | |
2025 | | |
2024 | |
| FEES | |
($) | | |
($) | |
| Audit Fees(1) | |
$ | 163,650 | | |
$ | 154,000 | |
| Audit and review of the financial statements | |
| | | |
| | |
| Tax Fees(2) | |
| 21,037 | | |
| 19,887 | |
| Tax Consulting Services | |
| | | |
| | |
| All Other Fees(3) | |
| 8,000 | | |
| 23,040 | |
| Total | |
$ | 192,687 | | |
$ | 177,040 | |
| (1) | Audit Fees consist
of the aggregate fees billed for professional services rendered for the audit of our annual consolidated financial statements, the reviews
of the consolidated financial statements included in our Forms 10-Q, and for any other services that are normally provided by our auditors
in connection with our statutory and regulatory filings or engagements. |
| | |
| (2) | Tax Fees consist
of the aggregate fees billed for professional services rendered for tax compliance, tax advice, and tax planning. The Company did not
incur any tax fees from H&W for fiscal years 2024 and 2025. |
| | |
| (3) | All Other Fees
consist of the aggregate fees billed for products and services provided by our auditors and not otherwise included in Audit Fees, Audit
Related Fees, or Tax Fees. These include services such as issuing a Comfort Letter for the ATM offering and providing consent for the
Form S-3 filing. |
The
Audit Committee has considered that the provision of the above services has not impaired the principal accountant’s ability to
maintain independence.
It
is the policy of the Audit Committee that all audit and permissible non-audit services provided by our independent registered public
accounting firm and related fees paid to our independent registered public accounting firm must be approved in advance by the Audit Committee
on a case-by-case basis. All of the above-described services provided by our auditors were approved in advance by the Audit Committee
under Item 2-01(c)(7)(i)(C) of Regulation S-X.
PART
IV
ITEM
15. EXHIBITS LIST AND FINANCIAL SCHEDULES
The
following documents are filed as part of this Annual Report on Form 10-K:
|
1. |
Consolidated
Financial Statements |
| |
|
Incorporated by reference to Item 15(a)(1) of the 2024 Annual Report. |
|
2. |
Consolidated
Financial Statement Schedules |
| |
|
Incorporated by reference to Item 15(a)(2) of the 2024 Annual Report. |
| Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
Amended and Restated Certificate of Incorporation of Registrant filed with the Secretary of State of Delaware on August 1, 2000 (incorporated by reference to Exhibit 3.8 filed with the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended May 31, 2000). |
| |
|
|
| 3.2 |
|
Amended
and Restated Bylaws, as adopted on July 24, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed
July 26, 2023). |
| |
|
|
| 3.3 |
|
Certificate
of Amendment to the Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of
the Company’s Form 8-K filed April 16, 2025). |
| |
|
|
| 4.1 |
|
Specimen
Stock Certificate of Common Stock of Registrant (incorporated by reference to Exhibit 4.1 filed with Registrant’s Registration
Statement on Form SB-2, Commission No. 333-87231 filed on September 16, 1999). |
| |
|
|
| 4.2
|
|
Description of Capital Stock. |
| |
|
|
| 10.1 |
|
Standard
Industrial/Commercial Single-Tenant Lease, dated June 18, 2009, by and between Registrant and CNH, LLC for 17571 Von Karman Avenue,
Irvine, CA 92614 (incorporated by reference to Exhibit 10.1 of the Company’s August 31, 2009 Form 10-Q filed October 16, 2009). |
| |
|
|
| 10.2 |
|
2014
Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed
with the Securities and Exchange Commission on September 29, 2014). |
| |
|
|
| 10.3 |
|
2017
Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed
with the Securities and Exchange Commission on September 28, 2017). |
| |
|
|
| 10.4 |
|
2020
Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed
with the Securities and Exchange Commission on September 25, 2020). |
| |
|
|
| 10.5 |
|
Employment
Agreement, dated March 1, 2023, by and between Biomerica, Inc. and Gary Lu (incorporated by reference to Exhibit 10.6 of the Company’s Form
10-K filed August 25, 2023). |
| |
|
|
| 10.6 |
|
2023
Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed
with the Securities and Exchange Commission on September 27, 2023 ). |
| |
|
|
| 10.7 |
|
2024 Stock Incentive Plan of Registrant (incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on September 30, 2024). |
| |
|
|
| 10.8 |
|
Employment Agreement dated August 28, 2024 by and between Biomerica Inc. and Gary Lu (incorporated by reference to Exhibit 10.8 of the Company’s Form
10-K filed August 28, 2024). |
| |
|
|
10.9 |
|
Employment Agreement dated January 13, 2025 by and between Biomerica Inc. and Zackary S. Irani (incorporated by reference to Exhibit 10.1 of the Company’s
Form 8-K filed January 14, 2025). |
| 10.10 |
|
Employment
Agreement dated January 13, 2025 by and between Biomerica Inc. and Allen Barbieri (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed January 14, 2025). |
| |
|
|
| 19.1 |
|
Insider Trading Policy |
| |
|
|
| 21.1 |
|
List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s
Form 10-K filed August 29, 2025). |
| |
|
|
| 23.1 |
|
Consent of Independent Registered Public Accounting Firm (Haskell & White LLP) (incorporated by reference to Exhibit 23.1 of the Company’s Form 10-K filed August 29, 2025). |
| |
|
|
| 31.1 |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended (incorporated by reference to Exhibit 31.1 of the Company’s Form 10-K filed August 29, 2025). |
| |
|
|
| 31.2 |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended (incorporated by reference to Exhibit 31.2 of the Company’s Form 10-K filed August 29, 2025). |
| |
|
|
| 31.3 |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. |
| |
|
|
| 31.4 |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended. |
| |
|
|
| 32.1 |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended (incorporated by reference to Exhibit 32.1 of the Company’s Form 10-K filed August 29, 2025). |
| |
|
|
| 32.2 |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended (incorporated by reference to Exhibit 32.2 of the Company’s Form 10-K filed August 29, 2025). |
| |
|
|
| 97.1 |
|
Compensation Recovery Policy, effective November 17, 2023. |
| |
|
|
| 101.INS |
|
Inline
XBRL Instance Document. |
| |
|
|
| 101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document. |
| |
|
|
| 101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
| |
|
|
| 101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
| |
|
|
| 101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document. |
| |
|
|
| 101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
The
certifications attached as Exhibits 32.3 and 32.4 accompany this Annual
Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended, and shall
not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act and are not to be incorporated by reference
into any of the registrant’s filings under the Securities Act or the Exchange Act, irrespective of any general incorporation language
contained in any such filing.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
| |
BIOMERICA,
INC. |
| |
Registrant |
| |
|
|
| |
By
|
/s/
Zackary S. Irani |
| |
|
Zackary
S. Irani, |
| |
|
Chief
Executive Officer |
| |
|
|
| |
|
Dated:
September 26, 2025 |
